Assystem - 2018 Register document

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CORPORATE GOVERNANCE REPORT

COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Restrictions on the powers of the Chairman & CEO and the CFO & Deputy CEO The Company’s executive management team is headed by Dominique Louis, who was reappointed as Chairman & CEO by the Board of Directors at its meeting on 16 May 2017. At that same meeting the Board reiterated its decision not to separate the roles of Chairman and Chief Executive Officer. The Board has decided not to place any restrictions on the powers of the Chairman & CEO other than the applicable legal and regulatory restrictions and those set out in its Rules of Procedure. The Rules of Procedure state that for internal procedural purposes, the Chairman & CEO must obtain the Board’s prior authorisation before (i) carrying out any acquisition or disposal or forming a joint venture where the value of the transaction exceeds €20 million, and (ii) carrying out any major internal restructuring(s). The Company’s Articles of Association do not provide for any additional restrictions on the Chairman & CEO’s powers. On 5 June 2015, the Board decided that in his role as CFO & Deputy CEO, Philippe Chevallier would have the same powers vis-à-vis third parties as the Chairman & CEO. However, for internal procedural purposes, Mr. Chevallier has the powers set out in the Board’s Rules of Procedure, it being specified that his scope of responsibility is limited to the Company’s financial, legal and compliance matters.

Also during the year, the Chairman of the Audit Committee participated in a working session with the Group’s Statutory Auditors without any members of the Group executive team being present. THE NOMINATIONS AND COMPENSATION COMMITTEE The Nominations and Compensation Committee met twice in 2018 with a 100% attendance rate. During these meetings, it: ● calculated and approved the variable compensation payable to the Company’s executive management team for 2017; ● determined the criteria for setting the variable compensation of the Company’s executive management team for 2018; ● drew up the information to be included in the shareholders’ say on pay votes; ● studied the principle of putting in place a performance share plan for 2018 and the related terms and conditions; ● examined the implementation of France’s “Rebsamen” Act; ● examined the succession plans for executives;

● set the directors’ fees budget for 2018;

● examined the independence criteria applicable to the members of the Board of Directors in relation to the AFEP-MEDEF Code.

4.2 COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Recommendation of the AFEP-MEDEF Code not applied by Assystem Defined benefit supplementary pension plans should be subject to the condition that the beneficiary must be an officer or employee of the Company when he or she claims their pension pursuant to the applicable rules and regulations.

Explanation

Not applicable.

4.2.1

COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS

would be remunerated. However, at its meeting on 29 April 2015, after closely studying the situation of Salvepar, the Board authorised Salvepar (now Tikehau Capital) to also receive directors’ fees. At the Annual General Meeting of 16 May 2018, the Company’s shareholders set the maximum total amount of directors’ fees at €215,000 for 2018. At its 8 November 2018 meeting, the Board approved the allocation of directors’ fees for 2018 proposed by the Nominations and Compensation Committee on 15 March 2018. These fees were paid in December 2018.

The compensation of directors takes the form of directors’ fees and is based on (i) directors’ actual attendance at Board and Committee meetings and (ii) their level of responsibility. Following the change of governance structure approved by shareholders at the Annual General Meeting held on 22 May 2014, at its first meeting on 22 May 2014 the Board of Directors indicated that the rules previously governing the allocation of attendance fees for Supervisory Board members would remain unchanged under the Company’s new governance structure and specified that only independent directors

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ASSYSTEM

REGISTRATION DOCUMENT 2018